EOSS EOS Inc (PK)

INFORMATION STATEMENT REGARDING

CORPORATE ACTION TAKEN BY WRITTEN CONSENT OF

OUR BOARD OF DIRECTORS AND HOLDERS OF

A MAJORITY OF OUR VOTING CAPITAL STOCK

IN LIEU OF SPECIAL MEETING

EOS Inc. (“EOSS,” “the Company,” “we” or “us”) is furnishing this information statement to you to provide a description of action taken by our Board of Directors and the holder of a majority of our outstanding voting capital stock on January 26, 2021, in accordance with the relevant sections of Nevada Revised Statutes of the State of Nevada (the “NRS”).

This information statement is being mailed on or about February 24, 2021, to stockholders of record on February 8, 2021 (the “Record Date”). The information statement is being delivered only to inform you of the corporate action described herein before such action take effect in accordance with Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). No action is requested or required on your part.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS' MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.

PLEASE NOTE THAT THE HOLDERS OF A MAJORITY OF OUR OUTSTANDING SHARES OF COMMON STOCK HAVE VOTED TO AUTHORIZE THE CORPORATE ACTION. THE NUMBER OF VOTES RECEIVED IS SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE REQUIREMENT AND NO ADDITIONAL VOTES WILL CONSEQUENTLY BE NEEDED TO APPROVE THESE MATTERS.

GENERAL DESCRIPTION OF CORPORATE ACTION

On January 26, 2021, the board of directors of EOS Inc., a Nevada corporation (“EOSS,” “the Company,” “we” or “us”), and stockholders holding a majority of the voting rights of our common stock approved by written consent in lieu of a special meeting the taking of all steps necessary to effect the following action (collectively, the “Corporate Action”):

VOTING AND VOTE REQUIRED

Pursuant to EOSS’s Bylaws and the NRS, a vote by the holders of at least a majority of EOSS’s outstanding capital stock is required to effect the action described herein. Each common stockholder is entitled to one vote for each share of common stock held by such stockholder. As of the Record Date, EOSS had 74,122,997 shares of common stock issued and outstanding. The voting power representing not less than 37,061,499 shares of common stock is required to pass any stockholder resolutions. Pursuant to Section 78.320 of the NRS, the following stockholder holding an aggregate of 40,900,500 shares of common stock, or approximately 55.17% of the issued and outstanding shares of our common stock on the Record Date (the “Majority Stockholder”), delivered an executed written consent dated January 26, 2021, authorizing the Corporate Action. 

NO APPRAISAL RIGHTS

Under the NRS, stockholders are not entitled to appraisal rights with respect to the Corporate Action, and we will not provide our stockholders with such rights.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except in their capacity as stockholders, none of our officers, directors or any of their respective affiliates has any interest in the Corporate Action.

GENERAL INFORMATION

EOSS will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. EOSS will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this Information Statement to the beneficial owners of EOSS’s common stock.

EOSS will deliver only one Information Statement to multiple security holders sharing an address unless EOSS has received contrary instructions from one or more of the security holders. Upon written or oral request, EOSS will promptly deliver a separate copy of this Information Statement and any future annual reports and information statements to any security holder at a shared address to which a single copy of this Information Statement was delivered, or deliver a single copy of this Information Statement and any future annual reports and information statements to any security holder or holders sharing an address to which multiple copies are now delivered.  You should direct any such requests to the following address:  EOS Inc., 7F.-1, No. 162, Sec. 2, Zhongshan N. Rd., Zhongshan District, Taipei City 10452, Taiwan, Attn: Secretary.  The Secretary may also be reached by telephone at +886-2-2586-8300.

CORPORATE ACTION NO. 1

INCREASE IN AUTHORIZED CAPITAL

On January 26, 2021, the Board and the Majority Stockholder authorized, adopted and approved by written consent in lieu of a special meeting an amendment to the Articles of Incorporation to increase its authorized common stock, par value $0.001 per share, from 75,000,000 shares to 575,000,000 shares. The proposed amendment to our Articles of Incorporation is included in the Certificate of Change pursuant to NRS78.209. The general purpose and effect of this amendment to our Articles of Incorporation is to increase our authorized capital, which we believe will (a) provide flexibility for future corporate action; (b) improve ability to raise additional capital by issuing additional shares of Common Stock or granting warrants for the future purchase of Common Stock; and (c) provide the need  to issue additional shares of Common Stock or securities convertible into Common Stock in connection with strategic corporate transactions, acquisitions, and other business arrangements and corporate purposes.

Reasons For The Increase In Authorized Capital

Our Board has taken this action to attract investors to our growing business to further advance our business plan and enhance shareholder value.

We believe that increase in authorized capital may improve the ability of the Company to use equity to raise the capital necessary to take our business to the next level and that could help generate interest in the Company among investors and other business opportunities. However, the effect of the increase in authorized capital upon the market price for our Common Stock cannot be predicted, and the history of similar authorized stock increases for companies in like circumstances is varied. There can be no assurance that the market price per share of our Common Stock after the increase in authorized capital will rise or fall. The market price of our Common Stock may also be based on our performance and other factors, some of which may be unrelated to the number of shares authorized.

Our Board authorized and approved the proposed amendment to our Articles of Incorporation to increase our authorized capital so that such shares will be available for issuance for acquisition, combination and other general corporate purposes, such as financing and acquisition activities, without the requirement of further action by our stockholders. Potential uses of the additional authorized capital may include, but are not limited to, public or private offerings, conversions of convertible securities, issuance of options pursuant to employee stock option plans, acquisition transactions and other general corporate purposes. Increasing the authorized number of shares of our common stock will give us greater flexibility and will allow us to issue such shares, in most cases, without the expense or delay of seeking stockholder approval.

Effect of the Increase in Authorized Capital; Anti-Takeover Implications

The amendment to our Articles of Incorporation to increase our authorized capital will not have any immediate effect on the rights of existing stockholders. However, our Board will have the authority to issue shares of our Common Stock without requiring future stockholder approval of such issuances, except as may be required by applicable law or exchange regulations. To the extent that additional shares of Common Stock are issued in the future, such issuance will decrease the existing stockholders' percentage equity ownership, dilute the earnings per share and book value per share of outstanding shares of Common Stock and, depending upon the price at which they are issued, could be dilutive to the existing stockholders.

Although the increase in authorized capital is prompted by business and financial considerations, stockholders nevertheless should be aware that such increase could facilitate future efforts by our management to deter or prevent a change in control of the Company. By way of example, our management could issue additional shares to dilute the stock ownership and the voting power of persons seeking to obtain control of the Company or shares could be issued to purchasers who would support the Board in opposing a takeover proposal. In addition, the increase in authorized capital may have the effect of delaying or discouraging a challenge for control or make it less likely that such a challenge, if attempted, would be successful, including challenges that are favored by a majority of the stockholders or in which the stockholders might otherwise receive a premium for their shares over then-current market prices or benefit in some other manner. The Board and executive officers of the Company have no knowledge of any current effort to obtain control of the Company or to accumulate large amounts of Common Stock.

Except as set forth above, as of the date of this filing we do not have any current plans, agreements, arrangements or understandings, whether written or oral, relating to the issuance of the additional authorized shares of common stock that will become available for any purpose or which may result in a change in control of the Company.

Neither the Company’s charter nor its by-laws presently contain any provisions having anti-takeover effects and this proposal is not a plan by management to adopt a series of amendments to the Company’s charter or by-laws to institute an anti-takeover provision. The Company does not have any plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.

EFFECTIVE DATE OF THE AMENDMENT

The Board and Majority Stockholders have approved an amendment to the Company’s Articles of Incorporation to affect the Corporate Action. We intend to file a Certificate of Change (the “Certificate”) with the Secretary of State of Nevada to amend the Articles of Incorporation to increase our authorized common stock. Pursuant to Rule 14c-2 under the Exchange Act, the action will not be effective, and the Certificate will not be filed, until twenty (20) days after the date this Information Statement is filed with the Securities and Exchange Commission and a copy thereof is mailed to each of the Company’s stockholders. It is presently contemplated that such filing will be made on or about March 16, 2021.